UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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The Manitowoc Company, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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THE MANITOWOC COMPANY, INC.
One Park Plaza
11270 West Park Place, Suite 1000
Milwaukee, Wisconsin 53224
(414) 760-4600
March 25, 202123, 2023
Dear Shareholder:NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend by virtual presence online the 2021 Annual Meeting of Shareholders (“2021 Annual Meeting”) of The Manitowoc Company, Inc. (the “Company”) which will be held on Tuesday, May 4, 2021, at 9:00 a.m. Central Daylight Time. As a result of the continued public health and travel concerns relating to the COVID-19 pandemic, the 2021 Annual Meeting will be held in a virtual meeting (via live audio webcast) format only. You will not be able to attend the 2021 Annual Meeting physically. You or your proxyholder could participate, vote, and examine our shareholder list at the 2021 Annual Meeting by visiting www.virtualshareholdermeeting.com/MTW2021 and using your control number found on your proxy card.
As set forth in the enclosed Proxy Materials, the following matters of business are scheduled to be acted upon at the meeting:
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The Board of Directors of the Company recommends the following votes:
FOR election of the eight directors named in the Proxy Statement for one-year terms expiring at the 2022 Annual Meeting of Shareholders;
FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and
FOR approval of the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the Executive Compensation sections of the Proxy Statement.
Whether or not you are able to attend the 2021 Annual Meeting by virtual presence online, we welcome your questions and comments about the Company. To make the best use of time at the meeting, we would appreciate receiving your questions or comments, in writing, in advance of the meeting, so they can be answered as completely as possible at the meeting. If you wish to make a comment or ask a question in writing, we would appreciate receiving it by April 25, 2021. Please send to the attention of our Secretary.
It is important that your shares be represented and voted at the meeting. You should have already received an Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting with instructions on how to access the Proxy Materials and vote. As indicated in that Notice, you may view the Proxy Materials online at www.proxyvote.com and you may also access and complete the proxy card online at www.proxyvote.com. Or if you prefer, you may request a copy of the Proxy Materials, free of charge, including a hard copy of the proxy card, through the website www.proxyvote.com, by phone at 1-800-579-1639 or by email at sendmaterial@proxyvote.com.
On behalf of the officers and directors of the Company, thank you for your continued support and confidence.
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THE MANITOWOC COMPANY, INC.
One Park Plaza
11270 West Park Place, Suite 1000
Milwaukee, Wisconsin 53224
(414) 760-4600
March 25, 2021
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Important Notice Regarding the Availability of Proxy Materials for the 20212023 Annual Meeting of Shareholders of The Manitowoc Company, Inc. to be held as a virtual meeting atwww.virtualshareholdermeeting.com/MTW2021MTW2023 on Tuesday, May 4, 2021,2, 2023, at 9:00 a.m., Central Daylight Time.
We encourage you to access and review all of the information contained in the Proxy Statement and accompanying materials before voting. The Proxy Statement and the Company’s Annual Report are available at www.proxyvote.com.
If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 20, 202118, 2023 to facilitate timely delivery.
The 20212023 Annual Meeting of The Manitowoc Company, Inc. will be held as follows:
Meeting date: | Tuesday, May 2, 2023 |
Meeting |
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| 9:00 a.m. Central Daylight Time |
Virtual meeting site: | www.virtualshareholdermeeting.com/ |
Meeting admission: |
| To attend the control number included on your proxy card. |
control number included on your proxy card.
Materials available: |
| Proxy Statement, Proxy Card and Annual Report |
View Materials: | www.proxyvote.com | |
Request materials: | Internet: www.proxyvote.com Phone: 1-800-579-1639 Email: sendmaterial@proxyvote.com |
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The 20212023 Annual Meeting of The Manitowoc Company, Inc. will be held for the following purposes:
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Shareholders of record as of the close of business on March 3, 20211, 2023, are cordially invited to attend by virtual presence online and are entitled to vote at the 20212023 Annual Meeting. However, whether or not you expect to attend the 20212023 Annual Meeting by virtual presence online, you are requested to properly complete the proxy card online at www.proxyvote.com or to obtain, complete, date, sign, and promptly return a hard copy of the proxy card, which can be obtained by request through the website, toll free number or email address noted above.
By Order of the Board of Directors |
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Executive Vice President, General Counsel and Secretary |
Milwaukee, Wisconsin
PROXY SUMMARY
Board and Corporate Governance Highlights
Our Board represents a balance of longer-tenured members with in-depth knowledge of our business and newer members who bring valuable additional attributes, skills and experience. Eight of our nine directors are independent and provide strong oversight of our long-term strategy. We believe that directors with different backgrounds and experiences make our boardroom and the Company stronger.
The Company has always believed that strong corporate governance practices help create long-term value for our shareholders. The commitment to transparent corporate governance ensures that the Company is managed and monitored in a responsible and value-driven manner. Our Corporate Governance Guidelines, along with the charters of each of our Board Committees and the key practices of our Board of Directors, provide the framework for corporate governance at the Company.
The Corporate Governance and Sustainability Committee believes that our Board is most effective when it embodies a diverse set of viewpoints and practical experiences. The Corporate Governance Guidelines ensure that the Corporate Governance and Sustainability Committee considers the diversity of viewpoints, backgrounds, experiences, expertise, and skill sets, including diversity of age, gender identity, nationality, race, and ethnicity when identifying and recommending to the Board qualified candidates for Board membership.
Proxy Summary
To maintain an effective Board, the Corporate Governance and Sustainability Committee considers how each nominee’s particular background, experience, qualifications, attributes, and skills will contribute to the Company’s success. As shown below, the members of our Board have a range of viewpoints, backgrounds, and expertise.
Board's Attributes |
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NAME |
| ANNE E. BÉLEC | ROBERT G. BOHN | ANNE M. COONEY | AMY R. DAVIS | KENNETH W. KRUEGER | ROBERT W. MALONE | C. DAVID MYERS | JOHN C. PFEIFER | AARON H. RAVENSCROFT |
AGE |
| 60 | 69 | 63 | 54 | 66 | 59 | 59 | 57 | 44 |
DIRECTOR SINCE |
| 2019 | 2014 | 2016 | 2021 | 2004 | 2021 | 2016 | 2016 | 2020 |
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SKILLS/QUALIFICATIONS/EXPERIENCE |
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BOARD OF DIRECTORS EXPERIENCE Experience as a public company board member. |
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CEO Experience as a public company CEO. |
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FINANCE AND ACCOUNTING Experience at an executive level or expertise with financial reporting, internal controls, finance companies or public accounting. |
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MANUFACTURING Experience at an executive level or expertise in managing a business or company that has significant focus on manufacturing. |
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GLOBAL EXPERIENCE Experience at an executive level overseeing international operations or working outside the U.S. |
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BUSINESS DEVELOPMENT AND STRATEGY Experience at an executive level driving strategic direction and growth of an enterprise. |
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SALES AND MARKETING Experience at an executive level with leading a sales organization or executing marketing strategies. |
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TECHNOLOGY Experience at an executive level or expertise in the use of information technology or other technology to facilitate business objectives. |
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GENDER DIVERSITY |
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Proxy Summary
Executive Compensation Highlights
The Compensation Committee believes the executive compensation program at Manitowoc is structured to align the interests of executives with those of our shareholders. These interests are met in rewarding value creation at all stages of the business cycle and providing an increasing percentage of performance-based compensation at higher levels of executive responsibility. This performance-based compensation is both market competitive and internally equitable. Based on this philosophy, 83% of CEO pay and 63% of named executive officer pay was tied to at risk short-term and long-term incentive plans. In addition, given the expansion of the Company’s environmental, social, and governance (“ESG”) initiatives, the Compensation Committee elected to include a ESG measure in the 2022 short-term incentive plan focused on driving performance in environmental sustainability, workplace safety, and gender diversity.
In 2022, the Company experienced headwinds with higher raw material, energy, wages, logistics, and component costs due to the highly inflationary environment. Furthermore, supply chain, labor, and logistic constraints impacted the Company’s ability to produce and ship products during the year. Nevertheless, the Company nearly achieved its target financial goals while making strong gains in the Company’s objective to become more sustainable. This included achieving ISO 50001 certification, a global Energy Management Standard, at all of its manufacturing facilities and meeting its 2025 normalized Greenhouse Gas emissions reduction target three years ahead of schedule.
TABLE OF CONTENTS
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Who may attend the annual meeting by virtual presence online? | 1 |
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What do I need to do to attend the 2023 Annual Meeting by virtual presence online? | 2 |
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What if I encounter technical difficulties during the 2023 Annual Meeting? | 2 |
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Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP | 9 |
| INDEX OF FREQUENTLY REQUESTED INFORMATION |
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Proposal 3 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers | 10 |
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Stock Ownership of Beneficial Owners of More than Five Percent | 24 |
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THE MANITOWOC COMPANY, INC.
One Park Plaza
11270 West Park Place, Suite 1000
Milwaukee, Wisconsin 53224
(414) 760-4600
This Proxy Statement is furnished by the Board of Directors (the “Board of Directors” or “Board”) of The Manitowoc Company, Inc., a Wisconsin corporation (referred to in this Proxy Statement as the “Company,” “we” or “our”), to the shareholders of the Company in connection with a solicitation of proxies for use at the 20212023 Annual Meeting of Shareholders (the “2021“2023 Annual Meeting”) to be held as a virtual meeting at 9:00 a.m., Central Daylight Time, on Tuesday, May 4, 2021,2, 2023, and at any and all adjournments or postponements thereof. This Proxy Statement and the accompanying materials are being provided to shareholders on or about March 25, 2021.23, 2023.
Who can vote?
OnAt the close of business on March 3, 2021,1, 2023, the record date for determining shareholders entitled to vote at the 20212023 Annual Meeting, there were outstanding 34,688,76835,170,221 shares of Company common stock, par value $0.01 per share (the “Common Stock”). Each share outstanding on the record date is entitled to one vote on all matters presented at the meeting.
How to vote
Any shareholder entitled to vote may vote by attending the virtual meeting online or by duly executed proxy. Shareholders of record will have the option to vote by written proxy or electronically via either the internet or telephone. Instructions on how to vote are set forth in the Proxy Materials sent to shareholders. Shareholders may access and complete the proxy card online at www.proxyvote.com. In order to vote online, a shareholder will need the control number provided to the shareholder along with the Notice of Meeting. The Company is offering electronic services both as a convenience to its shareholders and as a step towards reducing costs. Shareholders not wishing to use electronic voting methods may continue to cast votes by returning their signed and dated proxy card. If you are a shareholder of record, you may attend the 20212023 Annual Meeting by virtual presence online and vote your shares at www.virtualshareholdermeeting.com/MTW2021 MTW2023during the meeting. You will need your control number found on your proxy card. Follow the instructions provided to cast your vote.
How to obtain meeting materials
All Proxy Materials for the 20212023 Annual Meeting, including this Proxy Statement and the 20202022 Annual Report to Shareholders, are available on the internet at www.proxyvote.com. All shareholders have been separately provided an “Important Notice Regarding the Availability of Proxy Materials.” As indicated in that Notice, if you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Shareholders will not receive printed copies of the proxy materials unless they request them. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting such materials. Please make your request as instructed in that Notice on or before April 20, 202118, 2023 to facilitate timely delivery.
Who may attend the annual meeting by virtual presence online?
Only shareholders of record at the close of business on the record date (March 3, 2021)1, 2023), or their proxy holders or the underlying beneficial owners of the Common Stock, may attend the meeting by virtual presence online by visiting www.virtualshareholdermeeting.com/MTW2021. MTW2023.
1
Solicitation and Voting
What do I need to do to attend the 20212023 Annual Meeting by virtual presence online?
To attend the 20212023 Annual Meeting by virtual presence online, please follow these instructions:
If shares you own are registered in your name, you may attend the 20212023 Annual Meeting by virtual presence online by visiting www.virtualshareholdermeeting.com/MTW2021MTW2023 and by providing your control number found on your proxy card; or
If you hold your shares in “street name” (that is, through a broker, bank or other nominee), you must first obtain a proxy issued in your name from your broker, bank or other nominee before attending the 20212023 Annual Meeting by virtual presence online at www.virtualshareholdermeeting.com/MTW2021.MTW2023. You will need to provide your control number found on the proxy card provided by such bank, broker, or other nominee.
How can I participate in the 20212023 Annual Meeting?
The 20212023 Annual Meeting will be accessible only through the Internet. As with our 20202021 and 2022 Annual Meeting,Meetings, this format is adopted out of an abundance of caution relatedbeing used to the COVID-19 pandemicensure greater participation and the priority we place on the health and well-being of ourattendance for those shareholders, employees, and other stakeholders.stakeholders who are not centrally located. We have worked to offer the same participation opportunities as were provided at the in personin-person portion of our past meetings while further enhancing the online experience available to all shareholders regardless of their location.
You are entitled to participate in the 20212023 Annual Meeting if you were a shareholder as of the close of business on March 3, 2021.1, 2023. The 20212023 Annual Meeting will begin promptly at 9:00 a.m. Central Daylight Time. Online check-in will begin at 8:45 a.m. Central Daylight Time, and you should allow ample time for the online check-in procedures. If you have difficulty accessing the meeting, please call 844-986-0822 (US) or 303-562-9302 (International). We will have technicians available to assist you.
Whether or not you participate in the 20212023 Annual Meeting, it is important that your shares be part of the voting process. The other methods by which you may vote are described above.
This year’s shareholders question and answer session will include questions submitted live during the 20212023 Annual Meeting. Questions may be submitted during the 20212023 Annual Meeting through www.virtualshareholdermeeting.com/MTW2021. WeMTW2023.
What if technical difficulties are encountered during the 2023 Annual Meeting?
If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), the Chair of our Board of Directors will post questions and answers if applicabledetermine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any of these situations, we will promptly notify shareholders of the decision via www.virtualshareholdermeeting.com/MTW2023.
If you encounter technical difficulties accessing our businessmeeting or during the meeting, a support line will be available on our Investor Relations website shortly after the meeting.login page of the virtual meeting website.
Proxies
A proxy may be revoked at any time before it is exercised by filing a written notice of revocation with the Secretary of the Company, by delivering a duly executed proxy bearing a later date, or by voting by virtual presence online at the 20212023 Annual Meeting. Attendance by virtual presence online at the 20212023 Annual Meeting will not in itself constitute revocation of a proxy. The shares represented by all properly executed unrevoked proxies received in time for the 20212023 Annual Meeting will be voted as specified on the proxies. Shares held for the accounts of participants in the Company’s Dividend Reinvestment PlanThe Manitowoc
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Solicitation and The Manitowoc Voting
Company, Inc. 401(k) Retirement Plan (for which the proxies will serve as voting instructions for the shares) will be voted in accordance with the instructions of participants or otherwise in accordance with the terms of those Plans.that Plan. If no direction is given on a properly executed unrevoked proxy, it will be voted FOR each of the eightnine director nominees, FOR ratification of the appointment of PricewaterhouseCoopersDeloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, and 2023, FOR approval of the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the Executive Compensation sections of this Proxy Statement.Statement, and for holding future advisory votes EVERY YEAR to approve the compensation of the Company's named executive officers.
The cost of soliciting proxies will be borne by the Company. Solicitation will be made principally by distribution via mail and the internet pursuant to the rules of the Securities and Exchange Commission (“SEC”), but also may be made by email, telephone, facsimile, or other means of communication by certain directors, executive officers, employees, and agents of the Company. The directors, executive officers, and employees will receive no compensation for these proxy solicitation efforts in addition to their regular compensation, but may be reimbursed for reasonable out-of-pocket expenses in connection with the solicitation. The Company will request persons holding shares in their names for the benefit of others or in the names of their nominees to send Proxy Materials to and obtain proxies from their principals and will reimburse such persons for their expenses in so doing.
Required Quorum
To be effective, a matter presented for a vote of shareholders at the 20212023 Annual Meeting must be acted upon by a quorum (i.e., a majority of the votes entitled to be cast represented at the 20212023 Annual Meeting attending by virtual presence online or by proxy). Abstentions, shares for which authority is withheld to vote for director nominees, and broker non-votes (i.e., proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares as to a matter with respect to which the brokers or nominees do not have discretionary power to vote) will be considered present for the purpose of establishing a quorum. Once a share is represented at the 20212023 Annual Meeting, it is deemed present for quorum purposes throughout the meeting or any adjourned or postponed meeting, unless a new record date is or must be set for any adjourned or postponed meeting.
Your Broker needs your approval to vote certain matters
We remind you that your broker may not vote your shares in its discretion in the election of directors (Proposal 1); therefore, you must vote your shares if you want them to be counted in the election of directors. In addition, your broker is also not permitted to vote your shares in its discretion regarding matters relating to executive compensation (Proposal 3)(Proposals 3 and 4). However, your broker may vote your shares in its discretion on routine matters such as the ratification of the Company’s independent registered public accounting firm (Proposal 2).
Required Vote
Proposal 1: Election of Directors. Directors are elected by a majority of the votes cast by the holders of shares entitled to vote in the election at a meeting at which a quorum is present, assuming the election is uncontested (a plurality voting standard applies in contested elections). For this purpose, a majority of votes cast means that the number of votes cast “for” a director’s election must exceed the number of votes cast “withheld” with respect to that director’s election. Any shares not voted (whether by broker non-vote or otherwise) will have no effect on the election of directors.
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Solicitation and Voting
Pursuant to the Company’s Restated By-laws, any nominee who is a current director and who receives fewer votes cast “for” his or her election than votes cast “withheld” is required to promptly tender his or her resignation to the Chair of the Board following certification of the shareholder vote. The Corporate Governance and Sustainability Committee of the Board of Directors will promptly consider the resignation, and make a recommendation to the Board of Directors as to whether to accept or reject such resignation.
Proposal 2: Ratification of the appointment of PricewaterhouseCoopersDeloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.2023. The affirmative vote of a majority of the votes cast on the proposal by the holders of shares entitled to vote at the meeting at which a quorum is present is required for ratification of PricewaterhouseCoopersDeloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.2023. Any shares not voted (whether by broker non-vote or otherwise, except abstentions) have no impact on the vote. Shares of Common Stock as to which holders of shares abstain from voting will be treated as votes against ratification.
Proposal 3: Advisory vote to approve the compensation of the Company’s named executive officers. The affirmative vote of a majority of the votes cast on the proposal (assuming a quorum is present) is required to approve the advisory vote on the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the Executive Compensation sections of this Proxy Statement. Abstentions and broker non-votes will not be included in the votes cast and thus will have no effect other than not providing the Company with your view on the proposal. Although the outcome of this advisory vote is not binding on the Company, the Compensation Committee and the Board of Directors will review and consider the outcome of the vote when making future compensation decisions pertaining to the Company’s named executive officers.
Proposal 4: Advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers. The shareholders' recommendation on how often (every year, every two years, or every three years) future advisory votes on the compensation of the Company's named executive officers should be held will be the frequency receiving the greatest number of votes. Abstentions and broker non-votes will not be included in the votes cast and thus will have no effect other than not providing the Company with your view on the proposal. Although the outcome of this advisory vote is not binding on the Company, the Board of Directors will review and consider the outcome of the vote when considering how often to hold future advisory votes on the compensation of the Company's named executive officers.
The Board of Directors recommends a vote: “FOR” the election of the eightnine directors named in proposal 1; “FOR” the ratification of the appointment of PricewaterhouseCoopersDeloitte & Touche LLP as the Company’s independent registered public accounting firm in proposal 2; and “FOR” approval of the compensation of the Company’s named executive officers in proposal 3.3; and for a frequency of "EVERY YEAR" (i.e., "1 Year" on the proxy card or voting instructions) for future non-binding shareholder advisory votes to approve the compensation of the Company's named executive officers.
4
PROPOSAL 1
ELECTION OF DIRECTORS
EightAll nine of the Company’s nine current directors are to be elected at the 20212023 Annual Meeting. The nominees to the Board are Mses. Bélec, Cooney and CooneyDavis and Messrs. Bohn, Condon, Krueger, Malone, Myers, Pfeifer and Ravenscroft, all of whom are currently directors. Due to his desire to retire, Roy V. Armes is not standing for election at the 2021 Annual Meeting. Information regarding each nominee is set forth below. If elected, each individual will hold office for a one-year term expiring at the 20222024 Annual Meeting of Shareholders, subject to the limit discussed in the following sentence, or until their respective successors are duly elected and qualified.qualified. Pursuant to the Company’s Corporate Governance Guidelines, when a director reaches the age of 72, the director will resign from the Board at the first annual meeting held after reaching that age.
The election of directors is determined by a majority of the votes cast, if the election is uncontested. Shares represented by proxies in the accompanying form will be voted for the election of the nominees listed below, unless a contrary direction is indicated. The nominees have indicated that they are able and willing to serve as directors. However, if any of the nominees should be unable to serve, which management does not contemplate, it is intended that the proxies will vote for the election of such other person or persons as management may recommend.
Information about the Company’sCompany's Director Nominees
The following sets forth certain information, as of March 3, 2021,1, 2023, about the Board’s nominees for election at the 20212023 Annual Meeting. All eightnine nominees were recommended to the Board by the Corporate Governance and Sustainability Committee.
Anne E. Bélec58,, 60, has been a director of the Company since 2019 and serves on the Company’sCompany's Audit and Compensation Committees. She is a senior executive with over 3335 years of experience in sales, marketing, and customer service. She had an extensive career at Ford Motor Company, holding successively senior positions, including Director, Global Marketing, and President and Chief Executive Officer, Volvo Cars N.A., Volvo Cars Corporation. Ms. Bélec subsequently went on to hold several additional senior executive roles in the automotive and recreational products sectors, including Vice President and Chief Marketing Officer of Navistar, Inc. and Senior Vice President, Global Brand, Communications and Parts, Accessories and Clothing at Bombardier Recreational Products, Inc. Ms. Bélec is the co-founder and presently serves as Chief Executive Officer of Mosaic Group, LLC, a firm offering outsourced marketing services for brands in Canada, the United States and globally.
Ms. Bélec’slec's extensive experience in sales and marketing makes her qualified to serve on the Company’sCompany's Board of Directors.
Robert G. Bohn 67,, 69, has been a director of the Company since 2014 and serves on the Company’s Corporate Governance and Sustainability Committee as Chair and on the Audit Committee. He served as Chief Executive Officer of Oshkosh Corporation, a leading innovator of mission-critical vehicles and equipment, from 1997 until 2010, and as its Chair of the Board from 2000 to 2011. Mr. Bohn joined Oshkosh Corporation in 1992 as Group Vice President, and also served as its President from 1994 to 2007 and as its Chief Operating Officer from 1994 to 1997. Prior to joining Oshkosh Corporation, he held various executive positions with Johnson Controls, Inc. from 1985 to 1992. He also serves as a director of Carlisle Companies Inc. (NYSE:CSL) and Pontem Corporation (NYSE: PNTM).
Mr. Bohn’s extensive experience in growth strategy development and execution, international market development, acquisitions integration, and maximizing operational efficiency make him qualified to serve on the Company’s Board of Directors.
Donald
5
Proposal 1 Election of Directors
Anne M. Condon, Jr.Cooney, 71,63, has been a director of the Company since 20102016 and serves on the Company’s Compensation Committee as Chair and on the AuditCorporate Governance and Sustainability Committee. Mr. Condon is President (2012 to present) of IDSM Distribution Services, Inc., a family-owned company providing distribution services. Mr. Condon previously served as a director and Chief Development Officer of Continental Carbon Company (2017-2020), an affiliate of China Synthetic Rubber Company and Taiwan Cement Corporation, which are public companies. Prior to joining
Continental Carbon Company, he served as Senior Vice President (2006-2012) of Olefins and Corporate Business Development for Westlake Chemical Corporation, an owner and operator of facilities for the manufacture of petrochemicals, plastics and fabricated plastic products. Prior to joining Westlake, Mr. Condon held executive positions in the petrochemical, plastics, oil and gas, and industrial fabrication business with Titan Chemicals Corp. Bhd. (2003-2006), Conoco (1993-2003), and E.I. DuPont De Nemours (1974-1993). While at Titan Chemicals, Mr. Condon was Managing Director and Chief Executive Officer, and he led the company when it went public on the Malaysian Stock Exchange (Bursa Malaysia) and the NYSE in 2005, and continued to serve as a director until 2010. Mr. Condon also serves as a member of the Advisory Board of the Nicholas Center for Finance at the University of Wisconsin-Madison, as Director of re:MIND (formerly the Depression and Bipolar Support Alliance of Greater Houston), and is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow, NACD’s highest accreditation for boardroom leadership.
Mr. Condon’s more than 40 years of senior executive and board experience in management, finance, operations, strategy and corporate development in the chemical, industrial and energy industries make him a valuable contributor to the Company’s Board of Directors.
Anne M. Cooney, 61, has been a director of the Company since 2016 and serves as a member of the Company’s Audit and Compensation Committees. She served as President, Process Industries and Drives of Siemens Industry, Inc., a division of Siemens AG, a multinational conglomerate primarily engaged in industrial engineering, electronics, energy, healthcare, and infrastructure activities, from 2014 to her retirement in December 2018. Ms. Cooney joined Siemens in 2001 and held a variety of high-level management positions, including serving as Chief Operating Officer, Siemens Healthcare Diagnostics, a division of Siemens AG, from 2011 until 2014, and as President, Drives Technologies of Siemens Industry, Inc. from 2008 until 2011. She previously held various positions with increasing responsibility at General Electric Company and also served as Vice President, Manufacturing of Aladdin Industries, LLC. Ms. Cooney currently serves as a director of Summit Materials, Inc. (NYSE: SUM) and Wesco International, Inc. (NYSE: WCC).
Ms. Cooney brings senior management and operational experience to the Company’s Board of Directors. Her extensive background and leadership experience in various segments of large manufacturing companies make her qualified to serve on the Company’s Board of Directors.
Amy R. Davis, 54, has been a director of the Company since 2021 and serves on the Company’s Audit Committee. She has served as the Vice President and President – New Power Business of Cummins Inc. since July 2020. Ms. Davis previously served as Vice President of the global Filtration business at Cummins from June 2015 until July 2020, and as President of the Cummins Northeast distributor as an owner from 2010 until 2015.
Ms. Davis has extensive management and operational experience in the international operations of large, diversified manufacturers. Her experience in international market development, integration, and maximizing operational efficiency make her qualified to serve on the Company’s Board of Directors.
Kenneth W. Krueger, 64,66, has been a director of the Company since 2004, currently serves as the Non-Executive Board Chair and served as the interim President and Chief Executive Officer of the Company from October 2015 until March 2016. Mr. Krueger was the Chief Operating Officer (2006from 2006 to 2009)2009 and Executive Vice President (2005from 2005 to 2006)2006 of Bucyrus International, Inc., a global leader in mining equipment manufacturing. Mr. Krueger also was the Sr. Vice President and Chief Financial Officer (2000from 2000 to 2005)2005 of A. O. Smith Corporation, a global manufacturer of water heating and water treatment systems, and Vice President, Finance and Planning, Hydraulics, Semiconductor Equipment, and Specialty Controls Group (1999from 1999 to 2000)2000 of Eaton Corporation. Mr. Krueger also serves as a director of Douglas Dynamics, Inc. (NYSE: PLOW) and Albany International Corporation.Corporation (NYSE: AIN).
Mr. Krueger has extensive financial, accounting, and operations experience. He has served as a chief financial officer and chief operating officer of publicly-traded companies and has other significant senior management experience. His experience and background in finance and accounting in a publicly-traded manufacturing company bring great focus to the Company’s accounting, auditing, and internal controls. Mr. Krueger’s operations leadership experience in the heavy manufacturing industry, coupled with his experience in accounting and finance, make him a valued adviser as a member of the Company’s Board of Directors and as the current Chair.
Robert W. Malone, 59, has been a director of the Company since 2021 and serves on the Company’s Compensation Committee. He has served as the Vice President and President – Filtration Group of Parker-Hannifin Corporation since December 2014. Mr. Malone joined Parker in 2013 serving as Vice President of Operations for the Filtration Group where he was responsible for five of the group’s divisions and the group sponsor for four of the seven global filtration platforms. Prior to Parker, Mr. Malone served as President and Chief Executive Officer for Purolator Filters with responsibility for the engineering, manufacturing, marketing, and sales of branded and private label filters to North American OEM and aftermarket customers. Prior to Purolator Filters, Mr. Malone held senior leadership positions with ArvinMeritor Light Vehicle Aftermarket and Arvin-Kayaba, LLC.
6
Proposal 1 Election of Directors
Mr. Malone has extensive management and operational experience in the international operations of large, diversified manufacturers. His experience in international market development, integration and maximizing operational efficiency makes him qualified to serve on the Company’s Board of Directors.
C. David Myers,, 57,59, has been a director of the Company since 2016 and serves on the Company’s Audit Committee as Chair and on the Corporate Governance and Sustainability Committee. He retired as President – Building Efficiency of Johnson Controls, Inc., a global diversified technology and industrial company, in 2014 after serving in such role since 2005. Mr. Myers previously served as President and Chief Executive Officer, as well as a director, of York International Corporation, a provider of heating, ventilating, air conditioning, and refrigeration products and services, from 2004 until York was acquired by Johnson Controls in 2005. Prior thereto, he held other positions with increasing responsibility at York, including serving as President, Executive Vice President and Chief Financial Officer. Mr. Myers previously served as a Senior Manager at KPMG LLP. Mr. Myers serves as a director of The Boler Company (operating as Hendrickson International) and First American Funds. Mr. Myers formerly served on the board of Children’s Hospital of Wisconsin.
Mr. Myers brings senior management, cybersecurity expertise, accounting, and financial controls experience to the Company’s Board of Directors. The foundation of Mr. Myers’ financial controls and accounting expertise is from when he served as a senior manager at KPMG and continued through his service as Chief Financial Officer of York. His background and experience in finance, accounting, and senior management in various segments of large manufacturing companies make him qualified to serve on the Company’s Board of Directors.
John C. Pfeifer, 55,57, has been a director of the Company since 2016 and serves as a member of the Company’s Compensation and Corporate Governance and Sustainability Committees. He has served as the President and Chief OperatingExecutive Officer for Oshkosh Corporation, a leading innovator of mission-critical vehicles and equipment since May 5, 2020 and it has been announced that Mr. Pfeifer will become the President and Chief Executive Officer of Oshkosh Corporation effective April 2, 2021. Mr. Pfeifer previously served as President and Chief Operating Officer for Oshkosh Corporation from May 5, 2020 until April 2, 2021 and as the Executive Vice President and Chief Operating Officer for Oshkosh Corporation from May 1, 2019 until May 5, 2020, where he was responsible for the company’s business portfolio and played a vital role in shaping strategy. Mr. Pfeifer joined Oshkosh in 2019 after serving 13 years with Brunswick Corporation, most recently he was Senior Vice President of the Brunswick Corporation, and has served as President of Mercury Marine, a subsidiary of the Brunswick Corporation, since 2014. Mercury Marine is a multibillion dollar global manufacturer of marine propulsion systems. Mr. Pfeifer previously served as Vice President -– Global Operations for Mercury Marine from 2012 until 2014 and as President, Brunswick Marine in EMEA from 2008 until 2012. Prior to joining Brunswick in 2006 as President, Asia Pacific Group, Mr. Pfeifer held various executive level positions with increasing responsibility at ITT Corporation, a diversified manufacturer. Mr. Pfeifer is expected to join the Board of Directorsserves as a director of Oshkosh Corporation effective as of April 2, 2021.(NYSE: OSK) and National Exchange Bank & Trust.
Mr. Pfeifer has extensive management and operational experience in the international operations of large, diversified manufacturers. His experience in international market development, integration, and maximizing operational efficiency make him qualified to serve on the Company’s Board of Directors.
Aaron H. Ravenscroft, 42,44, has served as President and Chief Executive Officer, and has been a director, of the Company since August 2020. Mr. Ravenscroft joined Manitowoc as Executive Vice President of the Mobile Cranes business in March 2016, and in August 2017, he took responsibility for the Tower Cranes business. Prior to joining Manitowoc, Mr. Ravenscroft served as a Regional Managing Director at Weir Group's Mineral division from 2013 to 2016. From 2011 to 2013, he served as President of the Process Flow Control Group at Robbins & Myers. Prior to Robbins & Myers, Mr. Ravenscroft served as Regional Vice President of the Industrial Products Group for Gardner Denver from 2008 to 2011 and a series of positions with increasing responsibility at Wabtec from 2003 to 2008. Mr. Ravenscroft started his career as a Sell Sidesell side stock analyst at Janney Montgomery Scott following capital goods companies from 2000 to 2003.
7
Proposal 1 Election of Directors
Mr. Ravenscroft earned his MBA from Carnegie Mellon University and his B.A. in Economics from Bucknell University.
In addition to serving as the Company’s President and Chief Executive Officer, Mr. Ravenscroft’s deep industrial expertise qualifies him to serve on the Company’s Board of Directors.
The Board of Directors recommends a vote “FOR” the election of each of the eightnine above nominees.
8
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERSDELOITTE & TOUCHE LLP
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 20212023
The Audit Committee and the Board of Directors have appointed PricewaterhouseCoopersDeloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021,2023, and ask that the shareholders ratify that appointment. A representative of PricewaterhouseCoopersDeloitte & Touche LLP is expected to be present at the 20212023 Annual Meeting to respond to appropriate questions and to make a statement if he or she desires to do so. Although ratification is not required by the Company’s Restated By-laws or otherwise, the Board of Directors is submitting the appointment of PricewaterhouseCoopersDeloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20212023 to its shareholders for ratification as a matter of good corporate practice and because the Board values the input of its shareholders on this matter. As previously described, a majority of the votes cast on the proposal by the holders of shares entitled to vote at the 20212023 Annual Meeting is required for ratification of PricewaterhouseCoopersDeloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.2023.
If the shareholders fail to ratify the appointment of PricewaterhouseCoopersDeloitte & Touche LLP, the Audit Committee will consider it as a direction by shareholders to consider the appointment of a different independent registered public accounting firm. Nevertheless, the Audit Committee will still have the discretion to determine whom to appoint as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.2023. Even if the appointment of PricewaterhouseCoopersDeloitte & Touche LLP is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company.
The Board of Directors recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopersDeloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.2023.
PROPOSAL 3
ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S
NAMED EXECUTIVE OFFICERS
As explained in detail in the Compensation Discussion and Analysis and Compensation Committee Report sections of this Proxy Statement, through our executive compensation program we seek to align the interests of our executives with the interests of our shareholders and Company performance, as well as to motivate our executives to maximize long-term total returns to our shareholders. In accordance with Section 14A of the Securities Exchange Act of 1934,, we are asking our shareholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers. The Company currently holds these votes annually. We believe the 20202022 actual compensation paid to the named executive officers is commensurate with the Company’s 20202022 performance and is aligned with the interests of our shareholders. Accordingly, we ask your indication of support “FOR” approval of the compensation of the Company’s named executive officers as described in this Proxy Statement by voting in favor of the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.
Although the outcome of this advisory vote is not binding on the Company, the Compensation Committee and the Board of Directors will review and consider the outcome of the vote when making future compensation decisions pertaining to the Company’s named executive officers.
In seeking your approval of the compensation of the named executive officers, we direct you to the Compensation Discussion and Analysis section, including its Executive Summary, and the Executive Compensation section.
The Board of Directors recommends a vote “FOR” approval of the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the Executive Compensation sections of this Proxy Statement.
PROPOSAL 4
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION
OF THE COMPANY'S NAMED EXECUTIVE OFFICERS
In addition to providing shareholders with the opportunity to cast an advisory vote to approve the compensation of our named executive officers, in accordance with Section 14A of the Securities Exchange Act of 1934, the Company is asking shareholders to vote, on a non-binding , advisory basis, on whether future advisory votes on the compensation of our named executive officers should be held every one, two or three years. The Company currently holds advisory votes every year to approve named executive officer compensation. After considering the appropriate interval for future advisory votes on the compensation of our named executive officers, the Board is recommending that the Company continue to hold advisory votes every year because it will allow the Company's shareholders to annually express their views on our compensation program. The Company values the annual input provided by its shareholders.
When voting on this advisory vote, shareholders should understand that they are not voting "for" or "against" the Board's recommendation to hold the advisory vote every year. Rather, shareholders have the option to recommend that such advisory vote on the compensation of our named executive officers be held every one, two or three years, or to abstain entirely from voting on the proposal. Please indicate on your proxy card or voting instruction, or by voting online, your preference as to how frequently shareholders will vote on future advisory votes on the compensation of the Company's named executive officers, as either every year (i.e., "1 Year"), every two years or every three years, or you may abstain from voting.
Similar to the advisory vote to approve named executive officer compensation, this proposal is also an advisory vote and is not binding on the Company. However, the Company values the opinions expressed by its shareholders, and will consider the outcome of the advisory votes to approve named executive officer compensation itself and on the frequency of future advisory votes when making decisions on the frequency of future votes.
We intend to hold our next advisory vote on the frequency of future shareholder advisory votes on the compensation of the Company's named executive officers at our annual meeting in 2029.
The Board of Directors recommends a vote for a frequency of "EVERY YEAR" (i.e., "1 Year" on the proxy card or voting instruction) for future shareholder advisory votes on the compensation of the Company's named executive officers.
11
Corporate Governance
CORPORATE GOVERNANCE
Corporate Governance Highlights
BOARD MEMBER REPRESENTATION:
The Company believes that strong corporate governance is a critical element to achieving long-term shareholder value. We are committed to governance practices and policies that serve the interests of the Company and its shareholders. The following table summarizes certain highlights of our corporate governance practices and policies:
| BEST PRACTICES
|
| |
ACCOUNTABILITY • Annual election of all members of the Board of Directors • Majority voting for members of the Board of Directors • Ability to remove members of the Board of Directors without cause • No super majority voting provisions in our Amended and Restated Articles of Incorporation or Restated By-laws • Right of shareholders holding 10% or more of our stock to call special meetings • Board Chair and Chief Executive Officer roles separated | |||
RISK OVERSIGHT • The Board of Directors oversees the Company's overall risk-management structure • The Audit Committee assists the Board in overseeing the enterprise risk management processes, including review of strategic, operational, financial and legal compliance risks • The Board of Directors receives regular updates regarding information technology and cybersecurity risks, including controls implemented to mitigate these risks, the results of cybersecurity exercises and response readiness assessments |
12
Corporate Governance
With the support and oversight of the Board and the Corporate Governance and Sustainability Committee, the Company continues to focus on the Company’s strategy, initiatives, risk opportunities, and related reporting with respect to significant environmental, climate change, health and safety, human rights, and corporate citizenship matters. To learn more about the Company’s sustainability efforts and to access the Company’s Annual Corporate Sustainability Reports go to the Company’s website under “Investors – Environmental & Social” at www.manitowoc.com. The Company is not including the information contained on or available through its website as a part of, or incorporating such information by reference into, this Proxy Statement.
Governance of the Company
Composition and Independence. Currently the The Board is currently comprised of nine directors. Due to his desire to retire, Roy V. Armes is not standing for election at the 2021 Annual Meeting. As a result, the size of the Board will, effective immediately preceding the 2021 Annual Meeting, be reduced from nine directors to eight. Under the Company’s Restated By-laws, the number of directors may not be less than seven or more than twelve.
The Board of Directors has determined that the following non-employee directors – Roy V. Armes, Anne–Anne E. Bélec, Robert G. Bohn, Donald M. Condon, Jr., Anne M. Cooney, Amy R. Davis, Kenneth W. Krueger, Robert W. Malone, C. David Myers, and John C. Pfeifer – do not have any material relationships with the Company, other than serving as directors, and that each is independent as defined in the Company’s Director Independence Criteria and under applicable law and the New York Stock Exchange (the “NYSE”) listing standards. In determining whether a director has a material relationship with the Company, in addition to reviewing applicable laws and NYSE listing standards, the Board has adopted nine Director Independence Criteria which may be viewed on the Company’s website under “Investors“Investors – Corporate Governance”Governance” at www.manitowoc.com. Any director who meets all of the nine criteria will be presumed by the Board to have no material relationship with the Company. In addition to the foregoing, in determining that Ms. Davis, Mr. Malone and Mr. Pfeifer were independent, the Board considered Ms. Davis’ role at Cummins Inc. (“Cummins”), Mr. Malone’s role at Parker-Hannifin Corporation (“Parker”) and Mr. Pfeifer’s role at Oshkosh Corporation (“Oshkosh”). Cummins and Parker are suppliers to the Company and Oshkosh is a customer of the Company, as well as a supplier. Ms. Davis has served as the Vice President and President - New Power Business of Cummins since July 2020 and previously served as Vice President of the global Filtration business at Cummins from June 2015 until July 2020. Mr. Malone has served as the Vice President and President – Filtration Group of Parker since December 2014. Mr. Pfeifer has served as the President and Chief Executive Officer of Oshkosh since April 2, 2021, and previously served as President and Chief Operating Officer of Oshkosh from May 5, 2020 until April 2, 2021 and as the Executive Vice President and Chief Operating Officer of Oshkosh from May 1, 2019 until May 5, 2020. During 2022, the Company continued commercial relationships with Cummins, Parker and Oshkosh, paying Cummins approximately $15 million for goods and services (which represented about 0.06% of Cummins’ net revenues), paying Parker approximately $4.1 million for goods and services (which represented about 0.03% of Parker’s net revenues), paying Oshkosh approximately $0.4 million for goods and services (which represented about 0.005% of Oshkosh’s net revenues), and selling Oshkosh approximately $4.6 million of goods and services (which represented about 0.06% of the Company’s net revenues). All of these transactions were conducted in arms’ length transactions in the normal and ordinary course of the Company’s business and were approved by the Audit Committee.
Aaron H. Ravenscroft, the Company’s President and Chief Executive Officer, is not an independent director.
Guidelines and Ethics. The Company has adopted Corporate Governance Guidelines in order to set forth internal Board policies and procedures. The Board of Directors regularly reviews and, if appropriate, revises the Corporate Governance Guidelines and other governance instruments, including the charters of its Audit, Compensation, and Corporate Governance and Sustainability Committees, in accordance with rules of the SEC and the NYSE. The Board of Directors has also adopted a Code of Conduct that includes a Global Ethics Policy that pertains to all employees, including, but not limited to, the Company’s principal executive officer, principal financial officer, principal accounting officer, and controller.
Copies of these documents are available, free of charge, on the Company’s website under “Investors“Investors – Governance” at www.manitowoc.com. Other
13
Corporate Governance” at www.manitowoc.com.
than the text of the Corporate Governance Guidelines, charters of the Audit, Compensation, and Corporate Governance and Sustainability Committees, the Code of Conduct and the Director Independence Criteria, the Company is not including the information contained on or available through its website as a part of, or incorporating such information by reference into, this Proxy Statement.
As set forth in the Corporate Governance Guidelines, all directors are strongly encouraged to attend the annual shareholder meeting of the Company. WithSeven of the exception of one director who, due to a prior conflict and commitment, was unable to attend, all of our remainingnine directors serving at the time attended the 20202022 Annual Meeting of Shareholders.
Meetings. During the fiscal year ended December 31, 2020,2022, the Board of Directors met sixfive times. All members of the Board attended at least 75 percent of the meetings held by the Board and the committees on which they served.served, except Robert G. Bohn who attended 71 percent due to conflicting schedules. As required by the Company’s Corporate Governance Guidelines, the Board met in executive session at each regular Board meeting during 2020.2022.
Board Leadership Structure. The Board of Directors has determined that the interests of the Company and the Board of Directors are best served at this time by separating the roles of Chair of the Board and Chief Executive Officer of the Company. Among the factors considered by the Board in reaching this conclusion, the Board of Directors believes that it is important for Mr. Ravenscroft to focus solely on his responsibilities as President and Chief Executive Officer of the Company and that a Board member with a long-standing familiarity with the Company should serve as the Chair of the Board of Directors.
The Non-Executive Chair of the Board is an independent director. The Corporate Governance Guidelines provide that if the Chair of the Board is not an independent director, the chairperson of the Corporate Governance and Sustainability Committee will serve as the lead director. If for any reason the chairperson of the Corporate Governance and Sustainability Committee is unable to perform the lead director role on a temporary basis, he/she will designate the chairperson of either the Compensation Committee or the Audit Committee to assume the role of lead director on an interim basis. When a lead director is in place, the lead director has the following duties and responsibilities: (a) preside at all meetings of the Board of Directors at which the Chair of the Board is not present, including independent director sessions; (b) call independent director sessions; (c) serve as a liaison between the Chair of the Board and the independent directors; (d) review and approve the agendas for Board meetings, including the schedule of meetings; (e) meet with the Chair of the Board and Chief Executive Officer after each Board meeting to provide feedback to the Chair of the Board and Chief Executive Officer regarding the Board meeting and any other matters deemed appropriate by the independent directors; and (f) such other duties and responsibilities as the Board of Directors may request from time to time.
Committees. The Company has standing Audit, Compensation, and Corporate Governance Audit and CompensationSustainability Committees of the Board of Directors, currently comprised of only independent directors as follows:
COMMITTEE | ANNE E. BÉLEC | ROBERT G. BOHN | ANNE M. COONEY | AMY R. DAVIS | ROBERT W. MALONE | C. DAVID MYERS | JOHN C. PFEIFER | |
AUDIT COMMITTEE | ü | ü | ü | Chair | ||||
COMPENSATION COMMITTEE | ü | Chair | ü | ü | ||||
CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE | Chair | ü | ü | ü | ||||
14
Corporate Governance
Risk Oversight
The Board of Directors is responsible for the oversight of risk across the entire Company. This responsibility is administered more directly through the Audit Committee of the Board of Directors. As set forth in the Audit Committee Charter, one of the responsibilities of the Audit Committee is to assist the Board of Directors in fulfilling its role in the oversight of risk across the organization and the management and/or mitigation of those risks. On a regular basis in its committee meetings, the Audit Committee specifically reviews risk factorsrisks identified by management that could have a material adverse effect on the business, financial condition, or results of operations of the Company. Additionally, the Audit Committee works to identify the Company’s material risks and risk factors through regular meetings and discussions with senior management, the director of internal audit, and the Company’s independent auditors. Management reviews with the Audit Committee the potentialCompany’s enterprise risk management process to identify enterprise risks and mitigating strategies related to each of the Company’sCompany's key business areas (i.e.(i.e., market, financial, operational, reputation, competition, legal and regulatory, environmental, health and safety, product liability, public reporting, information systems, cybersecurity, employment and labor, and strategic planning). As specific issues arise and are identified, the Audit Committee reviews with management those issues and the controls that have been put in place, as well as the actionssteps management has taken to addressmonitor and mitigate thosecontrol such risks. Appropriate members of the executive leadership team and management are responsible for management of the various risks related to each of the Company’s key business areas. During 2020,2022, the Board of Directors and its committees also reviewed and discussed with management the impact of COVID-19 on the Company’s employees,macroeconomic conditions, including inflation, rising interest rates and recessionary concerns, as well as ongoing global supply chain constraints, labor availability and business,cost pressures, logistical challenges, the COVID-19 pandemic and management’sgeopolitical events, and management's strategies and initiatives to respond to, and mitigate, any adverse impacts,impacts. The Board of Directors also receives regular updates regarding information technology and cybersecurity risks, including enhanced healththe controls implemented to mitigate these risks, the results of cybersecurity exercises and safety measuresresponse readiness assessments. The Board of Directors also received a briefing on global developments in cybersecurity threats to enhance their literacy on cyber issues.
Succession Planning
Succession planning and leadership development are key priorities for the Board of Directors and management. The Board of Directors regularly reviews the Company’s workforcesuccession planning activities in support of its business strategy, which includes a detailed discussion of the Company’s development programs, leadership bench, and its supply chain’s workforce.succession plans with a focus on key positions at the senior executive level and other critical roles. The Board of Directors also has regular and direct exposure to potential future leaders at the Company through formal Board and Committee presentations and informal events.
The Board of Directors has adopted written policies and procedures regarding the review, approval, and ratification of related party transactions. For purposes of these policies and procedures:
a “related person” means any of the Company’s directors, executive officers, nominees for director, five percent or greater shareholder or any of their immediate family members; and
a “related person transaction” generally means a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are to be a participant and the amount involved exceeds $120,000, and in which a related person had or will have a direct or indirect material interest.
Each executive officer, director or nominee for director is required to disclose to the Audit Committee certain information relating to related person transactions for review and approval or ratification by the Audit Committee. The Audit Committee is required to disclose any material related person transactions to the full Board of Directors.
15
Corporate Governance
Disclosure to the Audit Committee is required to be made before, if possible, or as soon as practicable after the related person transaction is effected,affected, but in any event as soon as practicable after the executive officer, director or nominee for director becomes aware of the transaction or of a material change to such a transaction. Under the policy, the Audit Committee’s decision to approve or ratify a related person transaction is to be based on the Audit Committee’s determination that consummation of the transaction is in, or was not contrary to, the best interests of the Company. There were no related person transactions during 2020, except as follows:2022.
Compensation Committee Interlocks and Insider Participation. Mr. Pfeifer, a director of the Company and a member of the Compensation Committee, has served as the President and Chief Operating Officer of Oshkosh Corporation (“Oshkosh”) since May 5, 2020 and served as the Executive Vice President and Chief Operating Officer of Oshkosh from May 1, 2019 until May 5, 2020. Mr. Pfeifer owns less than 1% of the outstanding equity of Oshkosh. In 2020, the Company sold approximately $1.5 million of goods and services to Oshkosh, which were conducted in arms’ length transactions in the normal and ordinary course of the Company’s business and were approved by the Audit Committee pursuant to the Company’s related person transaction policy.
Corporate Governance and Sustainability Committee
The Corporate Governance and Sustainability Committee is also the Company’s nominating committee. The purpose of the Corporate Governance and Sustainability Committee is to assist the Board in its corporate governance responsibilities, including to identify
individuals qualified to become Board members, to recommend to the Board for the Board’s selection director nominees and to recommend to the Board the corporate governance principles and guidelines.
The Corporate Governance and Sustainability Committee's role and responsibilities also include the following:
All members of the Corporate Governance and Sustainability Committee are independent as defined in the Company’sCompany's Director Independence Criteria, applicable law, and the corporate governance listing standards of the New York Stock Exchange.NYSE.
The Corporate Governance and Sustainability Committee met four times during 2020.2022.
Audit Committee
The purpose ofAudit Committee's role and responsibilities include the Audit Committee, is to (A) assistfollowing:
16
Corporate Governance
All the members of the Audit Committee are “independent,” as defined in the Company’s Director Independence Criteria, the Audit Committee Charter, applicable law, and the corporate governance listing standards of the New York Stock ExchangeNYSE relating to audit committees. The Board has determined that all members of the Audit Committee are financially literate and that Messrs. Myers Bohn and CondonBohn are “audit committee financial experts,” as defined in the Company’s Audit Committee Charter and in the SEC regulations.
The Audit Committee met fiveeight times during 2020.2022. For further information, see the Audit Committee Report below.
Compensation Committee
The Compensation Committee provides assistance toassists the Board of Directors in fulfilling its responsibility to achieve the Company’s purpose of maximizing the long-term total return to shareholders by ensuring that executive officers, directors, and employees are compensated in accordance with the Company’s philosophy, objectives, and policies.
The Compensation Committee reviewsCommittee's role and approvesresponsibilities include the following:
All the members of the Compensation Committee are “independent” as defined in the Company’s Director Independence Criteria, the Compensation Committee Charter, applicable law and the corporate governance listing standards of the New York Stock ExchangeNYSE relating to compensation committees. The Compensation Committee is primarily responsible for administering the Company’s executive compensation program. As such, the Compensation Committee reviews and approves all elements of the executive compensation program that cover the executive officers. Management is responsible for making recommendations to the Compensation Committee (except with respect to compensation paid to the Chief Executive Officer) and effectively implementing the executive compensation program, as established by the Compensation Committee. To assist the Compensation Committee with its responsibilities regarding the executive compensation program, the Compensation Committee currently retains Willis Towers Watson as its independent compensation consultant. The Compensation Committee considered the factors set forth in the Compensation Committee Charter and in applicable SEC and New York Stock ExchangeNYSE rules regarding independence, and does not believe that its retention of Willis Towers Watson has given rise to any conflict of interest.
The Compensation Committee’s responsibilities include the following:
Acting on behalf of the Board of Directors in setting compensation policy, administering compensation plans and making decisions with respect to the compensation of executive officers, including the review and approval of merit/other compensation budgets and payouts under incentive plans;
Reviewing and recommending to the full Board for approval, annual base salary levels, short-term and long-term incentive opportunity levels, executive perquisites, employment agreements (if and when appropriate), benefits, and supplemental benefits of the Chief Executive Officer and other executive officers of the Company;
Annually evaluating Chief Executive Officer and executive officers’ compensation levels and payouts against (1) pre-established, measurable performance goals and objectives; and (2) an appropriate comparison group; and
Reviewing and recommending the compensation for non-employee directors for vote by the full Board.
The Compensation Committee met six times during 2020.2022. For further information, see the Compensation Discussion and Analysis and the Compensation Committee Report below.
17
We believeThe Company believes that effectivemeaningful corporate governance should include regular engagement withconversations between our management and our shareholders. In our ongoing commitment to foster strong relationships and an open dialogueOur management team frequently meets with shareholders we engaged infor conversations on a co-led managementvariety of topics, including but not limited to Company strategic growth initiatives, business performance, compensation, and Board outreach program.environmental, social, and governance issues. In addition, the summer of 2020, we invited twenty-five ofCompany solicits input from our largest shareowners representing, at the time, approximately 60% of our outstanding shares to calls and had calls with five shareholders representing approximately 11% of our outstanding shares, at the time. We discussed our company’s pay for performance philosophy, governance practices and trends including Environmental Social and Governance (ESG) practices, and our executive compensation program, for which we received feedback on the topics most important to our shareholders.
Our Board values the views of shareholders and was updated on our shareholder engagement calls. The Board is also committed to considering all shareholder feedback when establishing and evaluating appropriate policies and practices. We believe that periodic engagement with our shareholders helps to strengthen our relationship with them, helps usinvestment community to better understand their viewsperception of the Company’s performance and strategy. In 2022, our management team held discussions with several top shareholders to garner their input on governance matters and practices. The Company collects the feedback from these sessions and presents it to the Board for its consideration. The Board values an active and transparent investor relations program as it believes that shareholder input strengthens its role as an informed and engaged fiduciary.
• Board of Directors • President and Chief Executive Officer • Executive Vice President and Chief Financial Officer • Other Executive Vice Presidents and Senior Vice Presidents • Investor Relations | • Annual meetings • One-on-one meetings • Shareholder calls • Investor conferences • Meetings and tours at Manitowoc facilities • Hosting trade show tours • Earnings calls • Being accessible for shareholder inquiries |
2022 Engagement Summary
The Company is actively engaged with shareholders throughout the year where management from various departments meet with shareholders regularly to discuss a variety of topics. Highlights of our 2022 shareholder outreach are as follows:
The Board considers feedback from these conversations during its deliberations, and the Company regularly reviews and adjusts applicable corporate governance structure and executive compensation policies and practices in providingresponse to comments from our shareholders.
18
Shareholder Engagement
As we continue our efforts to build and strengthen our relationships with shareholders, we encourage you to contact us with insights into ESG and other important compensation topics and trends.
via:
Email/Call | Attend |
investor.relations@manitowoc.com Tel: 414-760-4805 | https://ir.manitowoc.com/events-and-presentations/events/default.aspx |
Nominations of Directors
The Corporate Governance and Sustainability Committee has adopted the following policies and procedures regarding consideration of candidates for the Board.
Consideration of Candidates for the Board of Directors Submitted by Shareholders. Pursuant to the Company’s Restated BylawsBy-laws and the Corporate Governance and Sustainability Committee Charter, the Corporate Governance and Sustainability Committee will only review recommendations for director nominees from any shareholder beneficially owning, or group of shareholders beneficially owning in the aggregate, at least 5% of the issued and outstanding Common Stock of the Company for at least one year as of the date that the recommendation was made (a “Qualified Shareholder”). Any Qualified Shareholder must submit its recommendation no later than 120 calendar days before the date of the Company’s Proxy Statement is released to the shareholders in connection with the previous year’s annual meeting for the recommendation to be considered by the Corporate Governance and Sustainability Committee. Any recommendation must be submitted in accordance with the policy in the Corporate Governance Guidelines captioned “Communications to the Board of Directors” (which is also described below). In considering any timely-submitted recommendation from a Qualified Shareholder, the Corporate Governance and Sustainability Committee shall have sole discretion as to whether to nominate the individual recommended by the Qualified Shareholder, except that in no event shall a candidate recommended by a Qualified Shareholder who is not “independent” as defined in the Company’s Director Independence Criteria and who does not meet the minimum expectations for a director set forth in the Company’s Corporate Governance Guidelines be recommended for nomination by the Corporate Governance and Sustainability Committee.
The Corporate Governance and Sustainability Committee did not receive, prior to the deadline noted above, any recommendations for director nominees from any Qualified Shareholder.
Consideration of Candidates for the Board of Directors who are Incumbent Directors. Prior to the expiration of the term of a director desiring to stand for re-election, the Corporate Governance and Sustainability Committee will evaluate the performance and suitability of the particular director. The evaluation may include the opportunity for other sitting directors to provide input to the Corporate Governance and Sustainability Committee or its chairperson and may include an interview of the director being evaluated. If the director being evaluated is the chairperson of the Corporate Governance and Sustainability Committee, another Corporate Governance and Sustainability Committee member will be appointed by the Corporate Governance and Sustainability Committee to lead the evaluation. The Corporate Governance and Sustainability Committee will make a recommendation to the Board for the Board’s final decision on each director seeking re-election.
Consideration of Candidates for the Board of Directors who are Non-Incumbent Directors. In the event of a vacancy in the Board of Directors, the Corporate Governance and Sustainability Committee will manage the process of searching for a suitable director. The Corporate Governance and Sustainability Committee will be free to use its judgment in structuring and carrying out the search process based on the Corporate Governance Committee’s and the Board’s perception as to what qualifications would best suit the Board’s needs for each particular vacancy. The process may include the consideration of candidates recommended by executive officers, Board members, shareholders and/or a third partythird-party professional search firm retained by the Corporate Governance and Sustainability Committee. The Corporate Governance and Sustainability Committee has sole authority to retain (including to determine the fees and other retention terms) and terminate any third partythird-party to be used to identify director candidates and/or
19
Shareholder Engagement
evaluate any director candidates. Any candidate should meet the expectations for directors set forth in the Company’s Corporate Governance Guidelines. Strong preference should be given to candidates who are “independent,” as that term is defined in the Company’s Director Independence Criteria and the New York Stock ExchangeNYSE rules, and to candidates who are sitting or former executives of companies whose securities are listed on a national securities exchange and registered pursuant to the Securities Exchange Act of 1934. The Corporate Governance and Sustainability Committee is not required to consider candidates recommended by a shareholder except as set forth in the section captioned “Consideration of Candidates for the Board of Directors Submitted by Shareholders” set forth above. If the Corporate Governance and Sustainability Committee determines to consider a candidate recommended by a shareholder, the Committee will be free to use its discretion and judgment as to what deference will be given in considering any such candidate.
Director Qualifications and Diversity. The Board of Directors appreciates the value that can comecomes from a diverse representation on the Board of Directors.representation. In identifying candidates for the Board of Directors, the Corporate
Governance and Sustainability Committee considers foremost the qualifications and experience that the Corporate Governance and Sustainability Committee believes would best suit the Board’s needs created by each particular vacancy. As part of the process, the Corporate Governance and Sustainability Committee and the Board endeavor to have a Board comprised of individuals with diverse backgrounds, viewpoints, and life and professional experiences, provided such individuals should all have a high level of management and/or financial experience and expertise. Pursuant to the Company’s Corporate Governance Guidelines, the Corporate Governance and Sustainability Committee should consider diversity of viewpoints, backgrounds, experiences, expertise, and skill sets, including diversity of age, gender identity, nationality, race, and ethnicity when identifying and recommending to the Board qualified candidates for Board membership. In this process, the Board of Directors and the Corporate Governance and Sustainability Committee do not discriminate against any candidate on the basis of race, color, national origin, gender, religion, disability, sexual orientation, or gender identity.
Communications to the Board of Directors
As set forth in the Company’s Corporate Governance Guidelines, any shareholder or interested party may communicate with the Board of Directors in accordance with the following process. If an interested party desires to communicate with the Board of Directors or any member of the Board of Directors, the interested party may send such communication in writing to the Company to the attention of our Secretary. Such communication must include the following information in order to be considered for forwarding to the Board of Directors or the applicable director:
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Shareholder Engagement
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Any communication that the Company’s Secretary determines, in his or her discretion, to be or to contain any language that is offensive or to be dangerous, harmful, illegal, illegible, not understandable, or nonsensical, may, at the option of such person, not be forwarded to the Board or any particular director. Any communication from an interested party shall not be entitled to confidential treatment and may be disclosed by the Company or by any Board member as the Company or the Board member sees fit. Neither the Company nor the Board, nor any Board member, shall be obligated to send any reply or response to the interested party, except to indicate to the interested party (but only if the interested party specifically requested such an indication) whether or not the interested party’s communication was forwarded to the Board or the applicable Board member.
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AUDIT COMMITTEE REPORT
In connection with its function to oversee and monitor the financial reporting process of the Company, the Audit Committee has done the following:
reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20202022 with the Company’s management;
discussed with PricewaterhouseCoopers LLP ("PwC"), the Company’s independent registered public accounting firm for the year ended December 31, 2022, those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board; and
received the written disclosure and the letter from PricewaterhouseCoopers LLPPwC required by the applicable requirements of the Public Company Accounting Oversight Board, considered whether the provisions of non-audit services by PricewaterhouseCoopers LLPPwC are compatible with maintaining PricewaterhouseCoopers LLP’sPwC’s independence, and discussed with PricewaterhouseCoopers LLPPwC its independence.
Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2022.
Fees Billed
Audit Committee |
C. David Myers, Chair |
Anne E. Bélec |
Robert G. Bohn |
Amy R. Davis |
Independent Registered Public Accounting Firm
PwC acted as the independent registered public accounting firm for the Company in the year ending December 31, 2022. A representative of PwC is expected to be present at the 2023 Annual Meeting to respond to appropriate questions.
As discussed below, in accordance with the recommendation of the Audit Committee, and at the direction of the Board of Directors, the Company appointed Deloitte & Touche LLP ("Deloitte") as its independent registered public accounting firm for the year ending December 31, 2023. As set forth in this Proxy Statement, the appointment of Deloitte is being submitted to the Company by PricewaterhouseCoopers LLP duringshareholders for ratification at the 2023 Annual Meeting. A representative of Deloitte is expected to be present at the 2023 Annual Meeting to respond to appropriate questions and to make a statement if he or she desires to do so.
Fiscal 2020 and 2019
Fees billed or expected to be billed by PricewaterhouseCoopers LLPPwC for each of the last two years are listed in the following table:
YEAR ENDED DECEMBER 31 | AUDIT |
| AUDIT RELATED FEES |
| TAX |
| ALL OTHER |
| TOTAL FEES |
| |||||
2022 | $ | 2,147,000 |
| $ | — |
| $ | 94,000 |
| $ | 5,400 |
| $ | 2,246,400 |
|
2021 | $ | 2,026,000 |
| $ | — |
| $ | 35,100 |
| $ | 2,745 |
| $ | 2,063,845 |
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Year Ended December 31,
| Audit
| Audit
| Tax Fees
| All Other
|
2020 | $1,603,000 | $0 | $60,400 | $2,745 |
2019 | $1,855,000 | $50,000 | $98,000 | $2,700 |
Audit fees include fees for services performed to comply with the standards of the Public Company Accounting Oversight Board (United States), including the recurring audit of the Company’s consolidated financial statements. This category also includes fees for audits provided in connection with statutory filings or services that generally only the principal auditor reasonably can provide to a client, such as procedures related to consents and assistance with a review of documents filed with the SEC.
Audit related fees include fees associatedfor other audit and attest services, services provided in connection with assurancecertain agreed-upon procedures and related services that are reasonably related to the performance of the audit or review of the Company’sother attestation reports, financial statements.accounting, reporting and compliance matters, benefit plan audits, and risk and control reviews.
Tax fees primarily include fees associated with tax compliance, tax consulting, and domestic and international tax planning.
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Audit Committee Report
All other fees primarily include fees associated with an accounting research tool.
The Company’s Audit Committee Charter requires that the Audit Committee pre-approve all non-audit services to be performed by the Company’s independent registered public accounting firm. All services performed by PricewaterhouseCoopers LLPPwC that are encompassed in the audit related fees, tax fees, and all other fees were approved by the Audit Committee in advance in accordance with the pre-approval policy set forth in the Audit Committee Charter.
Previous Independent Registered Public Accounting Firm
In accordance with the recommendationOn August 31, 2022, PwC was notified on behalf of the Audit Committee and at the direction of the Board of Directors that it was dismissed as the Company has retained PricewaterhouseCoopers LLP as itsCompany's independent registered public accounting firm effective upon completion by PwC of its procedures on the financial statements of the Company as of and for the fiscal year ending December 31, 2021. As set forth2022 and the filing of the related Form 10-K.
The reports of PwC on the Company's consolidated financial statements as of and for the years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's two most recent years ended December 31, 2021 and December 31, 2020 and in this Proxy Statement, the appointmentsubsequent interim period through August 31, 2022, there were no "disagreements" (as that term is described in Item 304(a)(1)(iv) of PricewaterhouseCoopers LLP is being submittedRegulation S-K and the related instructions) with PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, disagreements if not resolved to the shareholders for ratification at the 2021 Annual Meeting. A representativesatisfaction of PricewaterhouseCoopers LLP is expected to be present at the 2021 Annual Meeting to respond to appropriate questions andPwC, would have caused PwC to make reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods. In addition, during the Company's two most recent years and in the subsequent interim period through August 31, 2022, there were no "reportable events" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
New Independent Registered Public Accounting Firm
On August 31, 2022, the Audit Committee of the Board of Directors appointed Deloitte as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for its year ending December 31, 2023, subject to completion of Deloitte's standard client acceptance procedures and execution of an engagement letter. Such client acceptance procedures were subsequently completed and an engagement letter was executed.
During the Company's two most recent years ended December 31, 2021 and December 31, 2020 and in the subsequent interim period through August 31, 2022, neither the Company nor anyone on its behalf consulted Deloitte regarding either: (i) the application of accounting principles to a statement if hespecified transaction, either completed or she desiresproposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to do so.the Company or oral advice was provided that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a "disagreement" or "reportable event" (as these terms are defined or described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K, respectively).
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Ownership of SecuritiesOWNERSHIP OF SECURITIES
Stock Ownership of Beneficial Owners of More than Five Percent
The following table sets forth information regarding the beneficial ownership of each person or entity known by the Company to have beneficial ownership of more than 5% of the Company’s outstanding Common Stock.
|
| AMOUNT AND
OWNERSHIP | PERCENT OF CLASS | |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
|
| 11.5% | |
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746 |
|
| 6.4% | |
Front Street Capital Management and Tarkio Fund 218 E. Front Street Suite 205 Missoula, MT 59802 |
| 1,925,757(3) | 5.5% | |
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 |
|
| 5.5% |
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Ownership of Securities
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Stock Ownership of Directors and Management
The following table sets forth information regarding the beneficial ownership of Common Stock by each current director and director nominee of the Company, by each current and former executive officer of the Company named in the Summary Compensation Table below, and by the current directors and executive officers of the Company as a group. Unless otherwise indicated, the information is provided as of the Record Date (i.e., March 3, 2021)1, 2023). Each of the persons listed below is the beneficial owner of less than 1% of the outstanding shares of Common Stock, and the current executive officers and directors as a group own approximately 2.05%2% of the outstanding shares of Common Stock. The table also reflects for each person the number of Common Stock units associated with compensation deferred under the Company’s Deferred Compensation Plan. None of the persons named below has pledged any of his/her shares as security.
NAME | NUMBER OF |
|
| NUMBER OF |
| ||
David J. Antoniuk |
| 174,741 |
| (3) | 0 |
| |
Anne E. Bélec |
| 25,558 |
|
| 0 |
| |
Robert G. Bohn |
| 46,225 |
|
| 0 |
| |
Anne M. Cooney |
| 52,900 |
|
| 0 |
| |
Amy R. Davis |
| 8,384 |
|
| 0 |
| |
Thomas L. Doerr | 0 |
| (3) | 0 |
| ||
Kenneth W. Krueger |
| 123,472 |
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| 5,232 |
|
Robert W. Malone |
| 8,384 |
|
| 0 |
| |
Leslie L. Middleton |
| 59,921 |
| (4) | 0 |
| |
C. David Myers |
| 52,122 |
|
| 0 |
| |
Jennifer L. Peterson |
| 9,548 |
| (5) | 0 |
| |
John C. Pfeifer |
| 44,518 |
|
| 0 |
| |
Aaron H. Ravenscroft |
| 228,975 |
| (6) | 0 |
| |
Brian P. Regan |
| 32,819 |
| (7) | 0 |
| |
Total of all current executive officers and directors as a group (12 persons) |
| 692,826 |
| (8) |
| 5,232 |
|
Name | Number of Shares of Common Stock Beneficially Owned(1) | Number of Deferred Common Stock Units Beneficially Owned(2) |
David J. Antoniuk | 161,141(3)(4) | 0 |
Roy V. Armes | 26,109 | 0 |
Anne E. Bélec | 16,785 | 0 |
Robert G. Bohn | 39,145 | 0 |
Terrance L. Collins | 34,454(5) | 0 |
Donald M. Condon, Jr. | 44,617 | 1,932 |
Anne M. Cooney | 37,438 | 0 |
Thomas L. Doerr, Jr. | 40,706(6) | 0 |
Kenneth W. Krueger | 81,892 | 5,232 |
Leslie L. Middleton | 32,576(7) | 0 |
C. David Myers | 45,042 | 0 |
Barry L. Pennypacker, former executive officer | 530,381(8) | 0 |
John C. Pfeifer | 37,438 | 0 |
Aaron H. Ravenscroft | 118,887(9) | 0 |
Peter A. Ruck, former executive officer | 40,346(8) | 0 |
Total of all current executive officers and directors as a group (13 persons) | 716,230(10) | 7,164 |
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Non-Employee Director Compensation(1) Unless otherwise noted, the specified persons have sole voting power and sole dispositive power as to the indicated shares.
(2) The Company has the sole right to vote all shares of Common Stock underlying the Common Stock units held in the Deferred Compensation Plan Trust. The independent trustee of the Trust has dispositive power as to such shares.
(3) Messrs. Antoniuk and Doerr are former executive officers of the Company. Includes 137,109 and 0 shares, respectively, that Messrs. Antoniuk and Doerr have the right to acquire pursuant to the Company’s 2013 Omnibus Incentive Plan within sixty days following the record date for the 2023 Annual Meeting and Mr. Antoniuk’s shares also include 14,500 shares held by the David and Nancy Antoniuk JT/WROS.
(4) Includes 26,277 shares that Mr. Middleton has the right to acquire pursuant to the Company’s 2013 Omnibus Incentive Plan within sixty days following the record date for the 2023 Annual Meeting.
(5) Includes 3,473 shares that Ms. Peterson has the right to acquire pursuant to the Company’s 2013 Omnibus Incentive Plan within sixty days following the record date for the 2023 Annual Meeting.
(6) Includes 124,028 shares that Mr. Ravenscroft has the right to acquire pursuant to the Company’s 2013 Omnibus Incentive Plan within sixty days following the record date for the 2023 Annual Meeting.
(7) Includes 4,172 shares that Mr. Regan has the right to acquire pursuant to the Company’s 2013 Omnibus Incentive Plan within sixty days following the record date for the 2023 Annual Meeting.
(8) Includes 157,950 shares that the Company’s executive officers have the right to acquire pursuant to the Company’s 2013 Omnibus Incentive Plan within sixty days following the record date for the 2023 Annual Meeting.
25
NON-EMPLOYEE DIRECTOR COMPENSATION
The annual compensation package for non-employee directors is designed to attract and retain highly experienced and qualified individuals to serve on the Company’s Board of Directors. It is also intended to be competitive relative to general industrial companies of comparable size to the Company. The Compensation Committee typically reviews the market competitiveness of the non-employee director compensation program every two years with the assistance of an outside consulting firm.
The 20202022 compensation package for non-employee directors consisted of cash (annual retainers) and equity (stock) awards. No meeting fees were paid to non-employee directors in 2020.2022. Directors are also entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and from Board and committee meetings and other Company events. An individual director’s actual annual compensation will vary based on committee memberships and committee chair responsibilities.
A significant portion of the target annual compensation package is delivered in the form of equity, which is designed to promote a strong alignment of interests between the Company’s non-employee directors and its shareholders. In 2020,2022, the equity award, consisting of a stock grant, was set based on the guideline value of $120,000.$125,000. The number of shares granted were based on a 20-day average of the closing stock price from the grant date on February 26, 202018, 2022 (which was the date of the Board meeting). The accounting expense was based on the closing stock price as of the date of grant.
Equity awards made in 20202022 to non-employee directors were granted under the Company’s 2013 Omnibus Incentive Plan. The Compensation Committee may, in its discretion, grant awards from time-to-time in such amounts as it determines and to such non-employee directors as it selects.
The following table summarizes the 20202022 compensation elements provided to the Company’s non-employee directors:
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DIRECTOR PAY ELEMENT | AMOUNT |
| |
Annual Retainer for Board Chair (Non-Executive) | $ | 125,000 |
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Annual Retainer for Board Member | $ | 80,000 |
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Annual Retainer for Lead Independent Director | $ | 25,000 |
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Annual Retainer for Audit Committee Chair | $ | 20,000 |
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Annual Retainer for Compensation Committee Chair | $ | 15,000 |
|
Annual Retainer for Governance Committee Chair | $ | 15,000 |
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Annual Retainer for Audit Committee Member | $ | 10,000 |
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Annual Retainer for Compensation Committee Member | $ | 7,500 |
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Annual Retainer for Governance Committee Member | $ | 7,500 |
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Annual Equity Grant | $ | 125,000 |
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Non-Employee Director Compensation
Non-Employee Directors’ Compensation
The following table sets forth the total compensation earned by non-employee directors during the fiscal year ended December 31, 2020. 2022.
NAME | FEES EARNED |
| STOCK |
| TOTAL |
| |||
Anne E. Bélec | $ | 97,500 |
| $ | 123,900 |
| $ | 221,400 |
|
Robert G. Bohn | $ | 105,000 |
| $ | 123,900 |
| $ | 228,900 |
|
Donald M. Condon, Jr. | $ | 32,500 |
| $ | 0 |
| $ | 32,500 |
|
Anne M. Cooney | $ | 102,500 |
| $ | 123,900 |
| $ | 226,400 |
|
Amy R. Davis | $ | 90,000 |
| $ | 123,900 |
| $ | 213,900 |
|
Kenneth W. Krueger | $ | 205,000 |
| $ | 123,900 |
| $ | 328,900 |
|
Robert W. Malone | $ | 87,500 |
| $ | 123,900 |
| $ | 211,400 |
|
C. David Myers | $ | 107,500 |
| $ | 123,900 |
| $ | 231,400 |
|
John C. Pfeifer | $ | 95,000 |
| $ | 123,900 |
| $ | 218,900 |
|
Name | Fees Earned or Paid in Cash (1) | Stock Awards(2) | Option Awards(3) | All Other Compensation(4) | Total |
Roy V. Armes | $90,000 | $120,001 | $0 | $0 | $210,001 |
Anne E. Bélec | $91,250 | $120,001 | $0 | $0 | $211,251 |
Robert G. Bohn | $100,000 | $120,001 | $0 | $0 | $220,001 |
Donald M. Condon, Jr. | $100,000 | $120,001 | $0 | $1,092 | $221,093 |
Anne M. Cooney | $92,500 | $120,001 | $0 | $0 | $212,501 |
Kenneth W. Krueger | $200,000 | $120,001 | $0 | $0 | $320,001 |
C. David Myers | $102,500 | $120,001 | $0 | $0 | $222,501 |
John C. Pfeifer | $90,000 | $120,001 | $0 | $1,452 | $211,454 |
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Stock Ownership Guidelines for Non-Employee Directors
The Company’s corporate governance guidelines contain stock ownership guidelines for non-employee directors. The guidelines provide that by the end of the fifth calendar year after the non-employee director is first appointed as a member of the Board each non-employee director should acquire and hold an amountstock of the Company’s common stockCompany with a value equal to five times the non-employee director’s total annual cash retainer (excluding any additional retainer for committee chair positions),memberships or chairpersonships, lead director or chairperson of the Board roles) with the compliance measured annually at the first Board meeting in a given year (a) commencing with the later of the first Board meeting in the sixth full calendar year after the director is first elected as a member of the Board, or (b) December 31, 2019, based on each non-employee director’s stock ownership and the stock price as of the close of business on the last day of the preceding calendar year. For purposes of determiningthe foregoing stock ownership under the guidelines, unvestedrequirement, restricted stock will be included but unexercised options will not be included. Non-employee directors are required to retain net shares upon vesting of equity awards until achieving the level of stock ownership established in the guidelines. If a non-employee director has not met the level of stock ownership established in the guidelinesrequirement as of the applicable measurement date,end of a given calendar year (a) commencing as of the later of the end of the fifth calendar year after the director is first elected as a member of the Board, or (b) December 31, 2019, then the non-employee director must acquire shares during the subsequent calendar year equal in value to at least 50% of the total annual retainer paid or payable to the non-employee director during such subsequent calendar year, determined after tax. As of December 31, 2020,2022, the non-
employeenon-employee directors were in compliance or projected to be in compliance (as applicable) with the stock ownership guidelines.
Deferred Compensation Plan
Under the Company’s Deferred Compensation Plan, each non-employee director may elect to defer all or any part of his or her annual retainer, or equity grant, for future payment upon death, disability, termination of service as a director, a date specified by the participant,Director, or the earlier of any such date to occur. A director may use the Deferred Compensation Plan as a means of achieving the stock ownership guidelines applicable to the director by electing to defer a portion of his or her compensation under the Company’s Deferred Compensation Plan and investing in the Company’s stock.
Compensation Discussion and Analysis
IntroductionCOMPENSATION DISCUSSION AND ANALYSIS
Introduction
The compensation discussion and analysis below, which should be read together with the compensation tables that follow in this Proxy Statement, is designed to assist shareholders with understanding the objectives of our executive compensation program, the different components of compensation paid and the basis for our compensation decisions. This discussion focuses on the compensation of the Named Executive Officers ("NEO") who are listed in the Summary Compensation Table in this Proxy Statement and who are listed below:
Aaron H. Ravenscroft | President & Chief Executive Officer | |
| Executive Vice President & Chief Financial Officer | |
| Former Executive Vice President & Chief Financial Officer | |
Leslie L. Middleton | Executive Vice President, Americas and EU Mobile Cranes | |
Jennifer L. Peterson | Executive Vice President, General Counsel and Secretary | |
| Former Executive Vice President, | |
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Table of Contents
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In 2020, the Manitowoc Company, our employees, customers, supply chain, and communities were faced with unprecedented upheaval and change. The COVID-19 pandemic has resulted in national, state, and local government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, border closings, limits on public gatherings, quarantining of people who may have been exposed to the virus, shelter-in-place orders, and limitations or shutdowns of business operations. These measures have impacted and may further impact our workforce and operations. The Company continues to follow safety protocols designed to battle the spread of the virus, working to ensure employee health and safety. Additionally,During 2022, two NEOs voluntarily departed from the Company has taken steps to deploy policies, benefits, and pay practices to provide our employeesthe Chief Financial Officer role transitioned in accordance with the support they require during this challenging period while also helpingCompany's robust succession planning process. Mr. David J. Antoniuk moved from the company retain its talented and committed workforce.
Oneposition of the highlights of 2020 was the Board’s appointment of Aaron Ravenscroft asExecutive Vice President and Chief Financial Officer to Special Advisor to the Chief Executive Officer effective May 2, 2022, and Leslie L. Middletonsubsequently retired from this role effective January 2, 2023. As part of the Company's long-term succession planning process, the Board appointed Mr. Regan as Executive Vice President Mobile Cranes. They come into their roles during oneand Chief Financial Officer taking over from Mr. Antoniuk. The effective date of the most challenging periodstransition was May 2, 2022. Mr. Regan has been employed by the Company since November 2018 previously serving as Vice President, Corporate Controller and Principal Accounting Officer.
Mr. Doerr served in the positions of Executive Vice President, General Counsel and Secretary until he resigned effective May 26, 2022. Following the departure of Mr. Doerr, the Board appointed Jennifer L. Peterson as Executive Vice President, General Counsel and Secretary effective August 2, 2022. Ms. Peterson joined the Company in January 2018 and served previously as Interim General Counsel and Assistant Secretary, Vice President and Associate General Counsel, and Associate General Counsel - Litigation and Product Safety.
The Company has faced, but have, along with our other executives, manageda robust succession planning and talent management program which mitigates risks posed by the enormous disruption todeparture and retirement of key individuals.
28
Compensation Discussion and Analysis
I. PAY FOR PERFORMANCE
An essential part of the Company’s business with a focus on protecting long-term shareholder value by:
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Ensuring that our compensation programs continueinvolves continuing to align pay outcomes with financial performance, as well assafety, and the performance of our stock is an essential part of our programs.its stock. The Compensation Committee establishes meaningful goals for performance-based compensation, including performance measures, measure weighting and thresholds, targets, and maximums for its short-term and long-term incentive plan compensation. WeThe Company set targets based on ourits operating plan and strategic plan and intend that they willplans, which are intended to drive shareholder value.
The 20202022 short-term incentive plan (“STIP”).The 2022 STIP was focused on two quantifiable financial performance measures: Adjusted EBITDA and Free Cash Flows.Net Working Capital as a percentage of sales, as well as an environmental, social, and governance (“ESG”) measure focused on driving performance in Environmental Sustainability, Workplace Safety and Gender Diversity with a weighting of 50%, 30%, and 20%, respectively. These performance measures focus ourthe Company’s executives on improving annual operating performance.performance while driving our ESG initiatives. The business performance generated a slightly above target payout under the 2022 STIP of 102.3%.
The Company believes the inclusion of an ESG metric aligns with the importance of reducing our environmental impact, improving employee safety and wellbeing, and enhancing our gender diversity within the organization. The achievement of the ESG measure is decided by the Compensation Committee, using performance data presented during committee meetings relative to preestablished goals to ascertain the level of achievement. The progress for achievement of these goals is reviewed on a quarterly basis and a final performance and a final percentage payout is agreed on by the Compensation Committee.
While the 2022 STIP performance was below target for Adjusted EBITDA and Net Working Capital as a percentage of sales, performance on the ESG metric was above target, resulting in an earned payout of 102.3% of target. The Company achieved Adjusted EBITDA of $143.1 million (target of $145.0 million), Net Working Capital as a percentage of sales of 21.2% (target of 21%), and the Compensation Committee determined achievement of the ESG goals was at 125% of target.
The Company uses Adjusted EBITDA and Free Cash Flows,Net Working Capital as a percentage of sales, which are financial measures that are not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), as additional metrics to evaluate the Company’s performance. The Company defines Adjusted EBITDA as net income (loss) from continuing operations before interest, income taxes, depreciation and amortization plus the addback of certain restructuring and other charges. Free Cash FlowsNet Working Capital as a percentage of sales is defined as net cash provided by (used for) operating activities of continuing operations plus cash receipts on sold accounts receivable, plus net inventory, less accounts payable and other one-time items less capital expenditures.accrued expenses divided by net sales. The Company believes these non-GAAP measures provide important supplemental information to shareholders regarding business trends that can be used in evaluating its results of operations because these financial measures provide a consistent method of comparing financial performance and are commonly used by investors to assess performance. These non-GAAP financial measures should be considered together with, and are not substitutes for, the GAAP financial information provided herein.information.
29
Compensation Discussion and Analysis
2020-2022 Long-Term Awards. The long-term performance share awards granted in 2020 as part of our 2020 long-term incentive plan were based on a three-year average of the Company's Adjusted EBITDA Percent (Adjusted EBITDA Percent is defined as Adjusted EBITDA divided by Net Sales) from 2020 to 2022 with a +/- 20% modifier based on our Total Shareholder Return ("TSR") compared to companies in the S&P SmallCap 600 Industrials Index, excluding Commercial Services and Professional Services companies. For the 2020 LTIP grants which were paid out in 2022, the Company had a three-year average Adjusted EBITDA Percent of 6.51% which equated to an achievement of 44.13% (See Annex A), 51 basis points above its threshold and 149 basis points below its target goal. For the three-year performance period, the Company achieved a relative TSR of 10.7% which was below the 25th percentile of the selected peer group resulting in a -20% modifier to the three-year average Adjusted EBITDA Percent achievement. This resulted in a final payout of the 2020 long-term performance share awards of 35.9% of target.
The 2021 acquisitions of Aspen Equipment Company and the crane business of H&E Equipment Services, Inc. were included in the achievement used to determine the Company's 2020 long-term performance share payout. The Company elected to include the impact of the acquisitions in the 2020 long-term performance share achievement as the Company's long-term strategy includes growth through acquisitions.
30
Compensation Discussion and Analysis
The performance-based structure of the Company’s executive compensation program and its volatile stock performance have impacted equity payouts and the realized equity value for its executives, commensurate with returns to shareholders. The average level of performance share awards (“PSUs”) the Company’s NEOs earned over the last three years is 24.3% of target.
A reconciliation of Adjusted EBITDA (a non-GAAP financial measure)to Net income (loss) from continuing operations (the most directly comparable GAAP financial measure) and the calculation of Adjusted EBITDA Percent for the years ended December 31, 2020, 2019, and 2018 are included in Annex A to this Proxy Statement. In addition,Net Working Capital as a reconciliationpercentage of Free Cash Flows (a non-GAAP financial measure) to Net cash used for operating
activities of continuing operations (the most directly comparable GAAP financial measure) is included in Annex A to this Proxy Statement.
The Company faced a challenging 2020 resulting in a net loss of $19.1 million, net sales of $1,443.4 million and Adjusted EBITDA of $83.1 million. A contributing factor to the Company’s net loss was the approximately 21% reduction in year-over-year net sales which more than offset reduced spending in cost of goods sold and engineering, selling, and administrative expenses. Despite the challenges, performance thresholds for Adjusted EBITDA under the STIP were achieved, resulting in an earned payout of 38.1% of target.
Below are charts depicting our three years of results for Net Sales, Net Income from Continuing Operations, Adjusted EBITDA and Free Cash Flows (amounts in millions of dollars).
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Given the cyclical nature of our industry, that is heavily impacted by external market conditions, it is critical that we leverage our flexible cost structure, focus on areas within our control and respond quickly to our customers’ demands. We have a proven track record of proactively and successfully managing the Company through these conditions, focusing on our customers, shareholders and employees, and by targeting our investments in areas that yield the highest returns.
The 2018 long-term performance share awards were based on two equally weighted metrics measured over a three-year performance period ended December 31, 2020: Adjusted EBITDA Percent for the year ended December 31, 2020 and relative Total Shareholder Return (“TSR”) as compared2022, is included in Annex A to companies in the S&P SmallCap 600 Industrials Index. Adjusted EBITDA Percent is defined as Adjusted EBITDA divided by net sales. In 2020, we had an Adjusted EBITDA Percent of 5.8%, which is 320 basis-points under our targeted goal, 120 basis-points below our threshold goal, and resulted in a 0% payout. For the three-year performance period, we achieved a relative TSR of
negative 67.40% which was in the 0.6th percentile of the selected peer group. Both Adjusted EBITDA and relative TSR were below the threshold requirement, resulting in no payout of the 2018 performance share awards.this Proxy Statement.
2022-2024 Performance Shares.To complement the 20202022 STIP, the 20202022 long-term incentive plan (“LTIP”("LTIP") utilized a combination of awards intended to enable usthe Company to attract and retain employees, while tying the achievement of those awards to the long-term performance of the Company and returnreturns for ourits shareholders. Fifty-percentFifty percent (50%) of the target value of equity awards under the 20202022 LTIP consisted of performance shares, earned upon achievement of specific performance goals measured over a three-year performance period. Thirty percentThe remaining 50% of the equity awards consisted of restricted stock units and, the other twenty percent of the awards consisted of stock options that only deliver value to the extent our stock price increases. Based on the 2020 LTIP award design, 70% of the long-term incentive awards granted to our named executive officers (performance shares and options) are contingent on performance. units.
In 2020, the Compensation Committee established performance goals for the 2020 STIP and 2020 LTIP prior to COVID-19 being declared a global pandemic. Given the uncertainty that prevailed with respect to when and how business would return to normal, we determined that no goal adjustments should be made during 2020. The challenges that COVID-19 presented along with significantly increased economic and demand uncertainty caused an economic slowdown that resulted in weakened demand for our products. This, coupled with the cyclical nature of our business, resulted in a below target payout under our 2020 STIP and no payout in respect of our 2018 performance share awards whose performance period was 2018-2020.
Given the performance-based structure of our executive compensation program, the Company’s volatile stock performance has impacted equity payouts and realized equity value for our executives, commensurate with returns to our shareholders. This alignment is evidenced in the value of the performance-based portion of our LTIP awards granted over the last four years.
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This reflects below target vesting of PSUs, a depressed share price, and stock options which are largely underwater.
*Represents value of all performance-based LTIP awards (i.e. PSU and stock options) granted between 2016 and 2018 as a percentage of target value at grant as of December 31, 2020 based on performance levels (as applied to our PSUs) and our stock price. The stock option value is based on intrinsic value and as of December 31, 2020 all 2016-2018 stock options are underwater. Messrs. Doerr and Collins joined Manitowoc in November 2017 and April 2018, respectively, and did not receive 2016 or 2017 performance-based LTIP awards.
20202022 Say-on-Pay Advisory Vote
OurThe Company’s say-on-pay advisory vote received support from approximately 77.0%73.6% of the shares voted in 2020, a decrease2022, an increase from the percentage of votes in support of our executive compensation in 2019. While still receiving2021. The Compensation Committee views the increase of support of the Company’s executive compensation program design as a majority favorable vote by shareholders,positive reinforcement that recent changes reflect the expectations of shareholders. Nevertheless, the Compensation Committee viewed the relatively lower approval as an opportunity to initiate shareholder engagement, inviting our largest 25continues engaging shareholders to participate, to better understand our shareholders’their views relatingrelated to executive compensation and be able to answer any specific questions or concerns related to our executive compensation program design, decisions, and policies. See the section above titled “2022 Engagement Summary” for more details about our shareholder outreach activities during 2022.
The views of our shareholders are an important factor considered by the 31
Compensation Committee in reviewing the Company’s executive compensation program. Discussion and Analysis
Given the input received from our shareholders, the Company believes that theongoing shareholder engagement wasis mutually beneficial. Through thisshareholder outreach, the Company wasis afforded an opportunity to share its executive pay philosophy and steps taken to attract, reward, and retain top executive talent needed to execute Manitowoc’sthe Company's growth strategy. It also provided our shareholders with an opportunity to share their respective executive compensation philosophies and the role they play when making investment decisions. Shareholders’ views and the Company’s efforts, relative to ESG, wereare also a part of the conversations. Based on discussions the discussionsCompany had with shareholders and in consideration of their feedback, we believethe Company believes that our shareholders generally agree that the compensation delivered has been commensurate with performance (see Governance section for Shareholder Engagement details).
III.Compensation Governanceperformance. One of the things the Company heard from shareholders is how they value ESG programs. In response to such feedback, the Company’s ESG targets continued to evolve in 2022, expanding from a single safety metric to include environmental, safety, and diversity goals.
32
Compensation Discussion and Analysis
II. COMPENSATION GOVERNANCE
Compensation Oversight
The Compensation Committee of the Board, which is chaired by Donald Condon,Anne M. Cooney, consists of four independent outside directors. The Compensation Committee must meet at least four times a year. During 2020,2022, the Compensation Committee met six times. It has overall responsibility for:
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